GOVERNMENT GAZETTE REPUBLIC OF NAMIBIA

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1 GOVERNMENT GAZETTE OF THE REPUBLIC OF NAMIBIA N$2.00 WINDHOEK - 16 August 2002 No.2796 GENERAL NOTICES CONTENTS Page No. 202 No. 203 Namibia Financial Institutions Supervisory Authority: Notification of designation of the Road Fund Administration as a loan stock issuer..... Namibia Financial Institutions Supervisory Authority: Notification of application for approval of amendment ofmles of the Namibian Stock Exchange... 2 General Notice NAMIBIA FINANCIAL INSTITUTIONS SUPERVISORY AUTHORITY No NOTIFICATION OF DESIGNATION OF THE ROAD FUND ADMINISTRATION AS A LOAN STOCK ISSUER In terms of paragraph 5A.ll of the Namibian Stock Exchange Listings Requirements prescribed under Section 10 of the Namibian Stock Exchange Rules promulgated by Government Notice No. 151 of 12 September 1995, I hereby designate the Road Fund Administration, established by section 2 of the Road Fund Administration Act, 1999 (Act No. 18 of 1999), as an institution which may issue "loan stock" as defined in that paragraph. F. VAN RENSBURG REGISTRAR OF STOCK EXCHANGES Windhoek, 5 August 2002

2 2 Government Gazette 16 August 2002 No NAMIBIA FINANCIAL INSTITUTIONS SUPERVISORY AUTHORITY No NOTIFICATION OF APPLICATION FOR APPROVAL OF AMENDMENT OF RULES OF THE NAMIBIAN STOCK EXCHANGE In terms of section 12(6) of the Stock Exchanges Control Act, 1985 (Act No. 1 of 1985), I hereby give notice that the Namibian Stock Exchange has applied for approval of the amendment ofthe Namibian Stock Exchange Rules, particulars of which are set out in the Schedule. I call upon all interested persons (other than members of the Namibian Stock Exchange) who have any objection to the proposed amendments to lodge their objections with the Registrar of Stock Exchangers, P 0 Box 21250, Windhoek, within a period of 30 days from the date of publication of this notice. F. VAN RENSBURG REGISTRAR OF STOCK EXCHANGES SCHEDULE 1. In this Schedule, "the Rules" means the Namibian Stock Exchange Rules promulgated by Government Notice No. 151 of 12 September 1995, as amended by Government Notices No. 145 of 15 July 1997, No. 81 of5 May 1999 and No. 12 of 1 February Amendment of Section 1 of the Rules: 2. Section 1 is amended by the insertion of the following definitions: "after hours" "asset swap" "auction call period" "auction matching" "auction price" "auction trade" "automated trade" "order entry application" means before the opening auction call period and after the end of the closing auction call period and any extensions thereto and any other time that the equities market is halted or closed; means a transaction which complies with all the asset swap requirements of the Bank ofnamibia; means a period of time, during which orders for inclusion in an auction can be entered into and deleted from the order book and there is no automated trading; means the process of matching buy and sell orders according to a matching algorithm at the end of an auction call period; means the price of transactions resulting from auction matching; means a transaction matched automatically in the NSX trading system during auction matching; means a transaction matched automatically in the NSX trading system during continuous trading; means any system, software or program operated by a client, counterparty or broking member (equities) which facilitates electronic submission of orders to a member application and as a minimum:

3 No Government Gazette 16 August is able to ensure that the price of the order is within a defined parameter of the reference price; is able to ensure that the order is within normal trading patterns for that client; and complies with such other requirements as the NSX may from time to time prescribe; "contra trade" "corporate finance "transaction" "fill or kill" "foreign professional market participant" "NSX SETS security" "NSX systems" "late trade" means a transaction to correct an erroneous trade that is equal and opposite to a previously matched automated or auction trade that is entered on the same business day as the original trade; means a transaction which; must be entered in writing; requires public notification in the press; and complies with the requirements of transaction categories 1 or 2 or 3 of Section 9 of the Listing Requirements ofthe NSX; means an order submitted to the order book which may only execute in full against eligible orders or otherwise is cancelled; means a person who does not reside in Namibia and whose regular business is the buying and selling of securities; means all securities traded on the NSX SETS system; means any system, device or network which is operated by or on behalf of the NSX for the purpose of providing an equities market; means a transaction where a broking member (equities) trades after hours with a professional market participant, as agent or principal, in fulfilment ofan oder already entered into the NSX trading system which reflects a reasonable price at which a client wishes to trade; an order received prior to the end of the closing auction call period, the price of which could only be established after the closing auction call period; or an order received after hours; "limit order" "market order" "market order extension period" means an order submitted to the order book, which is held on the order book and may execute either in full or in part against eligible orders; means an order submitted to the order book during an auction call period with no price limit, which is held on the order book and may execute either in full or in part against eligible orders, at the price of a new order entered into the order book or at the reference price; means an extension to an auction call period which occurs when there would be unexecuted market orders on the order book following auction matching;

4 4 Government Gazette 16 August 2002 No "member application" "normal market size" "order book" "order" "portfolio" means any system, software or program (excluding the NSX systems) operated by a broking member (equities) which submits data to and/or receives data from any client application or NSX systems; means a quantity of a security as specified by the General Manager or his deputy from time to time; means the order book operated by the NSX in which automated trades occur according to price then time priority; means an instruction from a client or counterparty to buy or sell securities or an instruction to amend or cancel a prior instruction to buy or sell securities; means a list of investment which; has a minimum value ofn$15 milion; and comprises at least 10 different securities none of which exceeds 25% of the total value of the portfolio; "portfolio transaction" "post contra trade" "price monitoring extension period" "professional market participant" "publication" "reference price" "reported transactions" "traded option" "transaction correction" "volatility auction period" means a transaction where a broking member (equities) trades as an agent in a portfolio; means a transaction to correct an erroneous trade that is equal and opposite to a previously matched automated or auction trade that is entered on the business day following the original trade; means an extension to an auction call period which occurs when the indicative auction price is a specified percentage or more away from the reference price; means an investment manager approved in terms of the Act, the Financial Markets Control Act, 1989 or any equivalent or replacement acts or act; means in relation to a transaction, the disclosure of the price and quantity of securities traded to the equities market via the NSX systems; means the last auction or automated trade price, whichever is the most recent, or in the absence of a last auction and automated trade price a price as determined by the NSX; means a transaction executed off the order book by a single broking member (equities) but excluding exercise of warrants, exercise of options and exercise of traded options transactions which may be two member trades; means an option on a security, traded on the NSX; means a message sent to the NSX trading system to correct a previously reported transaction that was reported on that or the previous business day; means the auction call period which Dccurs during automated trading when an order is entered that would

5 No Government Gazette 16 August execute at a price that is a percentage or more away from the reference price; "warrant" means a warrant as defined in the Listings Requirements of the NSX; Amendment of Section 3 of the Rules: 1. Section 3 of the Rules is amended: by the substitution for Rule of the following: The Committee shall consist of a maximum of 10 natural persons all with full voting rights. Only Namibian residents shall be nominated and elected to the Executive Committee. An elected member of the Committee may not nominate an alternative member or send an observer to the Committee meeting when the member is absent. The Committee shall determine annually the number of members - being members not under surety - to be elected. The maximum shall be 7 if, under (b ), the President is already in office whose conditions of service cover the period ofboth the previous Committee and the Committee to be elected. If the number of nominations exceeds the number of members so determined by the Committee, a ballot to elect the members of the Committee shall be held not later than four months after the end of each financial year-end. Amendment of Section 4 of the Rules: 2. Section 4 of the Rules is amended - by the insertion ofthe following rule after Rule (j) (h) In the event that a stockbroker fails to comply with Rule , the NSX shall refer the matter to the Disciplinary Committee. Amendment of Section 5 of the Rules: 4. Section 5 is amended by the substitution for Rule 5.5 of the following: When acting for a client in the purchase and/or sale of securities, a broking member (equities) must at all times adhere to the best execution principle taking reasonable care to obtain the result which is the best available for the client, in the equities market provided that the broking member (equities) must at all times act in accordance with the terms and conditions of the agreed mandate from the client All transactions in securities shall only be conducted through the NSX trading system, unless otherwise stipulated by the NSX A securities trader, who seeks to be registered with the NSX, must have obtained a pass in the securities trader examination as may be prescribed by the NSX The General Manager or his deputy may decide that the market in securities be closed in the event that a fair and realistic market does not exist. In this event the rules applicable to late trades shall apply. A fair and realistic market will be deemed not to exist at the discretion of the General Manager or his deputy after consideration of the percentage ofbroking members (equities) not able to access the NSX systems, the reasons for such lack of access and their contribution to price formation.

6 Government Gazette 16 August 2002 No Notwithstanding any other provision of the rules or any directive, the General Manager, in accordance with prevailing circumstances may - reduce or extend the hours of operation of the NSX trading system for any particular business day; without prior notice to any person, halt or close the NSX trading system for trading at any time and for any period; without prior notice to any person suspend automated trading; if there has been any failure of the NSX systems, for any reason, or ifnsx systems have been closed, suspended or halted, declare that a transaction effected through or by the NSX trading system is void. Such declaration shall bind a broking member (equities), a client of a broking member (equities) and a counterparty on behalf of or with whom the transaction was effected; exercise such further powers and take such further action as may be exercised or taken by the NSX in terms of the rules and directives, and as may be necessary to resolve any issue which may arise from the closure, suspension, halt or failure of the NSX systems; and take such other steps as may be necessary to ensure an orderly market. Each security will be allocated to a segment and functional sector based on trading characteristics. These trading characteristics will include volatility, liquidity, price and country of issue. Notwithstanding any other provisions of the rules and directivesthe General Manager or his deputy may instruct a broking member (equities) immediately to discontinue using a member or client application; or the General Manager or his deputy may restrict the usage by a broking member (equities) of any or all components of a member or client application; or the General or his deputy may declare a trading halt in a listed security. During a trading halt no broking member (equities) may trade that listed security for the duration of the trading halt but may submit orders to and delete orders from the order book. Broking members (equities) accessing NSX systems must at all timesmaintain and enforce appropriate security procedures which are designated to prevent unauthorised persons from having access to any NSX systems, member applications or client applications; and have the necessary resources to ensure that any data sent to or received from NSX systems does not interfere with the efficiency and integrity of the equities market or the proper functioning of the NSX systems. Trading Capacity, Orders and Trading Periods and Times The NSX trading system shall operate on every business day according to the following standard periods based on South African (GMT+ 02:00) times: market opening period 08h30 to 08h35; opening auction call period: 08h35 to 09h00;

7 No Government Gazette 16 August automated trading period: 09h00 to 16h50; closing auction call period: 16h50 to 17h00; runoff period: 17h00 to 18h00; system close: 18h00; intra-day auction call period for selected securities: 12h00-12h 15. Additional periods may occur under certain market conditions. These periods include: volatility auction period; market order extension period; price monitoring extension period; where up to a maximum of two of the auction extension periods referred to in and may occur after any auction call period except for after a closing auction period when there may be up to a maximum of three. In this event, the closing auction period will be extended Orders submitted to the NSX trading system must specify the capacity in which the member is dealing When an order is executed with a combination of agency and principal capacities, separate brokers notes must be issued for the agency and principal portions, clearly indicating the capacity in each case A broking member (equities) may not make a profit in respect of an agency transaction other than the brokerage, the amount of which must be reflected on the brokers' note All orders received by a broking member (equities) must be recorded in price and then time priority by the broking member (equities) and be submitted to the NSX trading system in such order. Orders from clients will always be given time priority over such broking member (equities) own account orders except where that broking member (equities) had already entered own account orders into the NSX trading system at the time that a client order was received by that broking member (equities) Orders received by a broking member (equities) after hours will have the time priority of entry of the order into the NSX trading system Orders entered individually will carry their own time priority Reported Transactions With the exception ofnx Trade Types, reported transactions do not have to be executed through the order book. The following transactions may validly be reported by the selling member of the NSX trading system asset swaps (AS) corporate finance transactions (CF) portfolio transactions (PF) late trades (LT)

8 8 Government Gazette 16 August 2002 No exercise of warrants (WX) exercise of traded options (TX) exercise of options (OX) contra trades (CT) post contra trades transactions corrections NX Trade Types all NX Trade Type reports must comply with the minimum requirements set out in Directive BZ Reported transactions if conducted during trading hours must immediately be reported by the broking member (equities) to the NSX trading system. Where two broking members (equities) are involved, the selling broking member (equities) must report the transaction. In addition, portfolio trades must be reported forthwith by facsimile to the General Manager or his deputy; if conducted after trading hours, must be reported to the NSX trading system on the next business day within 15 minutes of the commencement of the market opening period. In addition, portfolio trades must be reported by facsimile to the General Manager or his deputy; and are immediately published unless otherwise stated except for exercise of options, exercise of warrants and exercise of traded options which are not published Trade Corrections Contra and post contra trades will only be considered if the request is received by the General Manager or his deputy on the same business day or by 09h00 on the business day following the erroneous trade; and the quantity of shares traded exceeds 5% of the issued share capital of that security; or the price entered on the order which results in the error, is 10% or more away from the previous reference price, or, if there were no trades on that business day, the previous business day's closing price If, in the opinion of the General Manager or his deputy, an auction, automated trade or reported transaction materially impacts the integrity or transparency of the equities market, or the correctness of the statistics, the General Manager or his deputy may instruct broking members (equities) to enter a contra or post contra trade or perform a transaction correction without being requested to do so by any broking members (equities) involved Notwithstanding any other provision ofthe rules or any directive, the General Manager or his deputy may, where in his opinion a trade has been matched as a result of a clear error by a broking member (equities) or reported in error, grant permission to or instruct the respective broking members (equities) to execute a contra trade, a post contra trade or a transaction correction.

9 No Government Gazette 16 August Amendment of Section 10 of the Rules: 5. Section 10 of the Rules is amended: by the substitution for Rule 10.2, (b) and (c) of the following: 10.2 Until otherwise determined by the Committee, the fees for listing of securities will be contained in the NSX Listings Requirements, as amended from time to time. Amendment of Section 12 of the Rules: 6. Section 12 of the Rules is amended - by the substitution for Rule 12.1, 12.5 and 12.6 of the following: 12.1 The Committee shall establish and maintain a separate Trust account for the purpose of holding clients funds. The Trust is to be known as the NSX Trustees Account to accept from clients of broking firms of the NSX all monies arising from time to time from managed accounts operated by broking members on behalf of such clients and from arrangements of the kind referred to in , , and 5.21 and to repay to such clients or their order monies so accepted All monies accepted by the NSX Trustees Account shall be deposited with banking institutions and building societies (registered otherwise than provisionally in terms of the relevant acts) approved by the directors NSX Trustees Account is to hold monies on behalf of clients of a broking firm in terms of these rules and shall pay to such broking firm the rate of interest which it may from time to time determine on such monies and may make a charge to such broking firm in respect of the services so rendered by that company.

A2X TRADING RULES. A2X Rules. Page 1

A2X TRADING RULES. A2X Rules. Page 1 A2X TRADING RULES Page 1 SECTION CONTENT OF THE RULES PAGE NUMBER Index Index 2 Introduction Introduction 3 Section 1 Definitions and interpretation 4 Section 2 Applications for and termination of Membership